UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 44)*

  

Coca-Cola Bottling Co. Consolidated

(Name of Issuer)

 

Common Stock, Par Value $1.00 Per Share

(Title and Class of Securities)

 

191098102

(CUSIP Number)

 

Bernhard Goepelt

Senior Vice President, General Counsel and Chief Legal Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 11, 2017

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(continued on following pages)

SCHEDULE 13D/A

 

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	THE COCA-COLA COMPANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON*   CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D/A

 

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	THE COCA-COLA TRADING COMPANY LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON*   OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D/A

 

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	COCA-COLA OASIS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON* OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D/A

 

CUSIP No. - 191098102     

1	NAME OF REPORTING PERSON
	CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON* CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

This Amendment No. 44 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 43 (the “Schedule 13D”).  Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.

 

Item 4.

Purpose of the Transaction

 

Item 4 is hereby amended and supplemented as follows:

 

Somerset Letter of Intent. On April 11, 2017, The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated (“Coke Consolidated”) entered into a non-binding letter of intent (the “Somerset LOI”) which contemplates Coke Consolidated exchanging certain of its exclusive distribution rights and associated assets and working capital relating to the distribution, promotion, marketing and sale of beverage products owned and licensed by The Coca-Cola Company and certain cross-licensed brands in territory located in south-central Kentucky currently served by Coke Consolidated’s distribution center located in Somerset, Kentucky for certain like kind assets of Coca-Cola Refreshments USA, Inc. (“CCR”), a wholly-owned subsidiary of The Coca-Cola Company, as part of the exchange transactions contemplated by the non-binding letter of intent entered into by Coke Consolidated and The Coca-Cola Company on June 14, 2016 (the “June 2016 LOI”), as described in Coke Consolidated’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2016 (the “June 2016 Form 8-K”) and filed as Exhibit 99.2 thereto (the exchange transactions contemplated by the Somerset LOI and the June 2016 LOI, collectively the “Exchange Transactions”).

In connection with the Exchange Transactions and as described in the June 2016 LOI, to the extent that the agreed value of the distribution rights and other assets acquired by Coke Consolidated at the closing of the Exchange Transactions is not equal to the agreed value of the distribution rights and other assets acquired by CCR at such closing, the party receiving distribution rights and other assets with the greater value will be obligated to make a cash payment to the other party equal to the difference.

The Exchange Transactions will be subject to the terms of a definitive asset exchange agreement, as described in the June 2016 Form 8-K (the “Definitive Agreement”). Consummation of the Exchange Transactions will be subject to certain customary conditions to closing, including those described in the June 2016 LOI. The Somerset LOI also sets forth a number of other conditions that Coke Consolidated and The Coca-Cola Company currently intend to be satisfied prior to such closing and/or to be addressed in the Definitive Agreement.

The foregoing description of the Somerset LOI is only a summary and is qualified in its entirety by reference to the full text of such agreement and all exhibits thereto, which is filed as Exhibit 99.2 to this Amendment No. 44 to the Schedule 13D and incorporated herein by reference.

  

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

As of the date of this report, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “Common Stock”) listed below and may be deemed to constitute a “group” under Section 13(d) of the Act.

Number of shares of Common Stock as to which The Coca-Cola Company has:

 

(i)

sole power to vote or direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,482,165

(iii)

the sole power to dispose of or to direct the disposition of: 0

(iv)

shared power to dispose of or to direct the disposition of: 2,482,165

 

Number of shares of Common Stock as to which The Coca-Cola Trading Company LLC has:

 

(i)

sole power to vote or direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,482,165

(iii)

sole power to dispose of or to direct the disposition of: 0

(iv)

shared power to dispose of or to direct the disposition of: 2,482,165

 

Number of shares of Common Stock as to which Coca-Cola Oasis LLC has:

 

(i)

sole power to vote or direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,482,165

(iii)

sole power to dispose of or to direct the disposition of: 0

(iv)

shared power to dispose of or to direct the disposition of: 2,482,165

 

Number of shares as to which Carolina Coca-Cola Bottling Investments, Inc. has:

 

(i)

sole power to vote or direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,482,165

(iii)

sole power to dispose of or to direct the disposition of: 0

(iv)

shared power to dispose of or to direct the disposition of: 2,482,165

 

The Reporting Persons beneficially own 34.76% of the outstanding shares of Common Stock based upon 7,141,447 shares of Common Stock outstanding on March 13, 2017.

Item 7.

Material to be Filed as Exhibits

 

Exhibit		Name		Incorporated By Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Letter of Intent, dated April 11, 2017, by and between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company.		Exhibit 99.1 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 12, 2017

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	THE COCA-COLA COMPANY
	By:	/s/ Bernhard Goepelt
	Name:	Bernhard Goepelt
Date: April 12, 2017	Title:	Senior Vice President and General Counsel
	THE COCA-COLA TRADING COMPANY LLC
	By:	/s/ Christopher P. Nolan
	Name:	Christopher P. Nolan
Date: April 12, 2017	Title:	Vice President and Treasurer
	COCA-COLA OASIS LLC
	By:	/s/ Christopher P. Nolan
	Name:	Christopher P. Nolan
Date: April 12, 2017	Title:	Vice President, Chief Executive Officer and Treasurer
	CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
	By:	/s/ Christopher P. Nolan
	Name:	Christopher P. Nolan
Date: April 12, 2017	Title:	Vice President and Treasurer

Exhibit Index

Exhibit		Name		Incorporated By Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Letter of Intent, dated April 11, 2017, by and between the Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company.		Exhibit 99.1 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 12, 2017

 

EXHIBIT 99.1

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company. Except as indicated below, each such person is a citizen of the United States. None of the directors or executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Company who are also executive officers of The Coca-Cola Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA COMPANY

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Muhtar Kent*		Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company
Herbert A. Allen		President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm		Allen & Company Incorporated 711 Fifth Avenue New York, NY 10022
Ronald W. Allen		Former Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc., a leading specialty retailer of consumer electronics, computers, residential furniture, household appliances and accessories		The Coca-Cola Company   c/o The Corporate Secretary’s Office One Coca-Cola Plaza Atlanta, GA  30313
Marc Bolland		Chief Executive Officer and a Director of Marks & Spencer Group p.l.c., an international multi-channel retailer. Mr. Bolland is a citizen of The Netherlands.		Marks & Spencer Group plc Waterside House 35 North Wharf Road London W2 1NW

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Ana Botín		Executive Chairman and a Director of Banco Santander, S.A., a global multinational bank, and a Director of Santander UK plc, a leading financial services provider in the United Kingdom, and a subsidiary of Banco Santander, S.A.		Santander UK plc 2 Triton Square Regent’s Place London NW1 3AN United Kingdom
		Ms. Botín is a citizen of Spain.
Howard G. Buffett		President of Buffett Farms, a commercial farming operation, and Chairman and Chief Executive Officer of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management		Howard G. Buffett Foundation 145 North Merchant Street Decatur, IL 62523
Richard M. Daley		Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment		Tur Partners LLC 900 N. Michigan Avenue Suite 1720 Chicago, IL 60611
Barry Diller		Chairman of the Board and Senior Executive of IAC/InterActiveCorp, a leading media and internet company		IAC/InterActiveCorp 555 West 18th Street New York, New York 10011
Helene D. Gayle		Chief Executive Officer of McKinsey Social Initiative, a nonprofit organization that implements programs that bring together stakeholders to address complex global and social challenges		McKinsey Social Initiative 1200 19th Street NW Washington, DC 20036
Alexis M. Herman		Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company		New Ventures, Inc. 633 Pennsylvania Avenue NW 3rd Floor Washington, D.C. 20004
Robert A. Kotick		President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company		Activision Blizzard, Inc. 3100 Ocean Park Boulevard Santa Monica, CA 90405

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Maria Elena Lagomasino		Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global high net worth families		WE Family Offices Rockefeller Center 1270 Avenue of the Americas Suite 2101 New York, NY 10020
Sam Nunn		Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons		King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309
David B. Weinberg		Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment-management office with diverse interests in a variety of asset classes		Judd Enterprises, Inc. 401 N. Michigan Ave #3050 Chicago, IL 60611

 

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Muhtar Kent		Chairman of the Board of Directors and President of The Coca-Cola Company
Marcos de Quinto		Executive Vice President and Chief Marketing Officer of The Coca-Cola Company Mr. De Quinto is a citizen of Spain.
J. Alexander M. Douglas, Jr.		Executive Vice President of The Coca-Cola Company and President of Coca-Cola North America
Ceree Eberly		Senior Vice President and Chief People Officer of The Coca-Cola Company
Irial Finan		Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain Mr. Finan is a citizen of Ireland.
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company Mr. Goepelt is a citizen of Germany.

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Julie Hamilton		Senior Vice President and Chief Customer and Commercial Leadership Officer of The Coca-Cola Company
Brent Hastie		Senior Vice President, Strategy and Planning of The Coca-Cola Company
Ed Hays, PhD		Senior Vice President and Chief Technical Officer of The Coca-Cola Company
John Murphy		President of the Asia Pacific Group of The Coca-Cola Company   Mr. Murphy is a citizen of Ireland.
James Quincey		President and Chief Operating Officer of The Coca-Cola Company   Mr. Quincey is a citizen of the United Kingdom.
Alfredo Rivera		President of the Latin America Group of The Coca-Cola Company   Mr. Rivera is a citizen of Honduras.
Barry Simpson		Senior Vice President and Chief Information Officer   Mr. Simpson is a citizen of Australia.
Brian Smith		President of the Europe, Middle East and Africa Group of The Coca-Cola Company
Clyde C. Tuggle		Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company

MANAGERS AND EXECUTIVE OFFICERS
OF
THE COCA-COLA TRADING COMPANY LLC

Set forth below is the name, business address and present occupation or employment of each manager and executive officer of The Coca-Cola Trading Company LLC. Except as indicated below, each such person is a citizen of the United States. None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also executive officers of The Coca-Cola Trading Company LLC are indicated by an asterisk. Except as indicated below, the business address of each manager and executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

MANAGERS OF THE COCA-COLA TRADING COMPANY LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-Johnson		Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Ed Hays, PhD		Senior Vice President and Chief Technical Officer of The Coca-Cola Company; President of The Coca-Cola Trading Company LLC
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of The Coca-Cola Trading Company LLC Mr. Goepelt is a citizen of Germany.
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of The Coca-Cola Trading Company LLC
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Controller of The Coca-Cola Trading Company
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; Vice President and Treasurer of The Coca-Cola Trading Company LLC
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company LLC
David W. Stowe		Director Commodity Risk of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC

MANAGERS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

Set forth below is the name, business address, present occupation or employment of each manager and executive officer of Coca-Cola Oasis LLC.  Except as indicated below, each such person is a citizen of the United States.  None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.  Managers of Coca-Cola Oasis LLC who are also executive officers of Coca-Cola Oasis LLC are indicated by an asterisk.  Except as indicated below, the business address of each manager and executive officer of Coca-Cola Oasis LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

MANAGERS OF COCA-COLA OASIS LLC

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-		Vice President and Director of Mergers &
Johnson		Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Coca-Cola Oasis LLC Mr. Goepelt is a citizen of Germany.
Russell Jacobs		General Manager, Retail and Attractions of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis LLC
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Coca-Cola Oasis LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; President, Chief Executive Officer, and Treasurer of Coca-Cola Oasis LLC
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Coca-Cola Oasis LLC

DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.

Set forth below is the name, business address, present occupation or employment of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are indicated by an asterisk. Except as indicated below, the business address of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-Johnson		Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President, Finance and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Carolina Coca-Cola Bottling Investments, Inc.   Mr. Goepelt is a citizen of Germany.
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Carolina Coca-Cola Bottling Investments, Inc.
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Chief Financial Officer of Carolina Coca-Cola Bottling Investments, Inc.
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc.
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; President and Chief Executive Officer of Carolina Coca-Cola Bottling Investments, Inc.